ITTEHAD CHEMICALS LIMITED UN-AUDITED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED DECEMBER 31, 2006

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1 ITTEHAD CHEMICALS LIMITED UNAUDITED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED DECEMBER 31, CONTENTS Corporate Information PAGES 2 Directors Review 3 Review Report to Members 5 Balance Sheet 6 Profit & Loss Account 7 Cash Flow Statement 8 Statement of Changes in Equity 9 Notes to the Financial Statements 10

2 CORPORATE INFORMATION BOARD OF DIRECTORS AUDIT COMMITTEE CHIEF FINANCIAL OFFICER COMPANY SECRETARY REGISTERED OFFICE/HEAD OFFICE PLANT SHARE REGISTRARS Mr. Muhammad Siddique Khatri Mr. Abdul Ghafoor Khatri Mr. Abdul Sattar Khatri Mr. Abdul Aziz Khatri Mr. Mansoor Ahmed Khatri Ms. Farhana Sattar Mr. Fawad Yousuf Mr. Mansoor Ahmed Mr. Abdul Sattar Khatri Mr. Fawad Yousuf Mr. Javed Iqbal Mr. Noor Zaman Khan 39Empress Road, P.O. Box 1414, Lahore Tel : Fax : info@ittehadchemicals.com G.T. Road, Kala Shah Kaku, District Sheikhupura. Ph : Fax : M/s. Corplink (Pvt.) Limited Corporate and Financial Consultants Wings Arcade, 1K Commercial, Model Town, Lahore. Ph: Fax: Chairman & Chief Executive Director Director Director Director Director Director Chairman Member Member BANKERS TO THE COMPANY AUDITORS LEGAL ADVISORS Askari Commercial Bank Ltd. Habib Metropolitan Bank Ltd. National Bank of Pakistan MCB Bank Ltd. Pakistan Industrial Credit & Investment Corporation Ltd. Saudi Pak Industrial & Agricultural Investment Co. (Pvt.) Ltd. Pak Libya Holding Co. (Pvt.) Ltd. Pak Kawait Investment Co. (Pvt.) Ltd. The Bank of Punjab Allied Bank of Pakistan Faysal Bank Ltd. United Bank Ltd. KASB Bank Ltd. Standard Chartered Bank Ltd. My Bank Ltd. Citi Bank M/s. BDO Ebrahim & Co., Chartered Accountants, 2nd Floor, BlockC, Lakson Square Bldg. No.1, Sarwar Shaheed Road, Karachi. Ph : Fax : M/s. Tahir Ali Tayebi & Co. 310, Marine Point, Schon Circle, Block 9, Clifton, Karachi. Ph : Fax :

3 DIRECTORS' REVIEW I take this opportunity to present to you the unaudited accounts of the Company for the half year ended. The Company has increased its net sales for the half year under review to Rs. 1, million from Rs. 1, million in the same period last year recording an improvement of %. Increased production and sales volume has lifted up the Company's gross margin and operating profit which came in at Rs million and Rs million respectively compared with Rs million and Rs million against the corresponding figures showing an improvement of 24.95% and 19.70% respectively in both profitability measures. However, net profit for the period has gone down due to higher financial cost as compared to corresponding period. Increase in financial cost is primarily attributable to higher working capital requirements and constantly rising mark up rates in the country. SNGPL cut off the gas supply to a large number of industrial units including the Company's captive power plant in the last week of November on account of its load management policy in winter season. The supply was restored in the last week of January 2007 and then disconnected again in second week of February Though the Company has successfully made alternative power arrangements from Lahore Electric Supply Company (LESCO) yet it has hit the Company's overall production especially of caustic soda flakes and bleaching earth as the supply of steam was not available for these processes. As a result Company could not make these products available for sale. Gas cut off also increased the production cost due to comparatively expensive power purchased from LESCO. Had there been regular gas supply available to captive power plant, Company's overall operating performance would have been better than stated above. 3

4 Local textile sector is one of the largest consumers of caustic soda. Unfortunately this sector has witnessed an unusual slump during the period under review and did not perform well due to many reasons including fluctuating cotton and yarn prices. To this end government is taking some corrective measures and it is now expected that situation will improve gradually in the coming quarters. Company, after seeking approval from shareholders, has made an equity investment of Rs million in Chemi Chloride Industries Limited (CCIL) to finance the calcium chloride project which is expected to start commercial production in the first quarter of the financial year We appreciate the Company staff for their continuous dedication and support. We also express our gratitude to our shareholders, bankers, customers and suppliers. On Behalf of the Board Lahore: February 26, 2007 Muhammad Siddique Khatri Chief Executive 4

5 REVIEW REPORT TO THE MEMBERS We have reviewed the annexed balance sheet of ITTEHAD CHEMICALS LIMITED as at and the related profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof (hereinafter referred to as the "financial statements") for the half year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to issue a report on these financial statements based on our review. We conducted our review in accordance with the International Standard on Review Engagements This Standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of Company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that causes us to believe that the annexed financial statements are not presented fairly, in all material respects, in accordance with approved accounting standards as applicable in Pakistan. KARACHI DATED: February 26, 2007 BDO EBRAHIM & CO. CHARTERED ACCOUNTANTS 5

6 BALANCE SHEET AS AT DECEMBER 31, (UNAUDITED) ASSETS NON CURRENT ASSETS Property, Plant and equipment Operating fixed assets Capital work in progress Long term investments Deferred cost Long term deposits CURRENT ASSETS Stores, spares and loose tools Stock in trade Trade debts Loans and Advances Trade deposits and short term prepayments Other receivables Tax refunds due from Government Taxationnet Cash and bank balances TOTAL ASSETS NOTE Unaudited June 30, Audited 2,421,790 47,883 2,469,673 65,251 1,325 14,658 2,550, , , ,196 43,933 7, ,717 60,296 59, ,874 3,476,781 2,510,171 24,156 2,534,327 1,817 1,751 14,658 2,552, , , ,342 21,572 5,205 2,177 5,974 67, ,713 1,007,946 3,560,499 EQUITY AND LIABILITIES SHARE CAPITAL AND RESERVES Authorized share capital 75,000,000 (June 30, : 75,000,000) shares of Rs. 10/ each , ,000 Issued, subscribed and paid up capital 36,000,000 (June 30, : 30,000,000) ordinary shares of Rs. 10/ each Reserves SURPLUS ON REVALUATION OF FIXED ASSETS NON CURRENT LIABLITIES Redeemable capital Long term financing Long term murabaha Deferred liabilities CURRENT LIABLITIES Trade and other payables Markup accrued Short term borrowings Current portion of long term liabilities CONTINGENCIES AND COMMITEMNTS 12 TOTAL EQUITY AND LIABILITIES The annexed notes form an integral part of these financial statements , , , ,574 41, , , ,962 1,101, ,497 41, , ,916 1,071,880 3,476, , , , ,574 83, , , ,921 1,253, ,094 28, , ,870 1,041,461 3,560,499 CHIEF EXECUTIVE DIRECTOR 6

7 PROFIT AND LOSS ACCOUNT FOR THE HALF YEAR ENDED DECEMBER 31, (UNAUDITED) Note Half Year ended 2005 Quarter ended 2005 Gross sales Sales tax and commission Net sales 1,437,145 1,221, , ,021 (205,920) (175,562) (104,086) (87,855) 1,231,225 1,046, , ,166 Cost of sales Gross profit Selling and distribution expenses General and administrative expenses Other operating expenses Other operating income Operating profit Finance cost Profit before taxation Taxation Net profit after taxation Earnings per share basic and diluted (955,408) (825,507) (497,156) (407,676) 275, , , ,490 (65,975) (44,173) (34,030) (23,578) (29,217) (26,952) (15,408) (15,560) (4,170) (4,835) (1,734) (2,332) 2,190 4,469 1,343 3,586 (97,172) (71,491) (49,829) (37,884) 178, ,249 83,194 78,606 (102,834) (61,558) (52,716) (37,412) 75,811 87,691 30,478 41,194 (37,822) (40,162) (11,107) (16,996) 37,989 47,529 19,371 24,198 Rs Rs Rs Rs The annexed notes form an integral part of these financial statements. CHIEF EXECUTIVE DIRECTOR 7

8 CASH FLOW STATEMENT FOR THE HALF YEAR ENDED DECEMBER 31, (UNAUDITED) CASH FLOW FROM OPERATING ACTIVITIES Half Year ended 2005 Profit before tax 75,811 87,691 Adjustments for items not involving movement of funds: Depreciation 96,755 62,973 Provision for gratuity Amortization of deferred cost Provision for doubtful debts 2,002 Provision for bad and doubtful debts written back (497) Gain on sale of fixed assets (296) Foreign exchange (gain) / loss (22) 69 Finance cost 102,834 61, , ,372 (Increase) / decrease in current assets Stores, spares and loose tools 12,328 (242,740) Stock in trade (15,991) 9,832 Trade debts (95,848) 15,959 Loans and advances (22,361) 40,166 Trade deposits and short term prepayments (1,991) (5,330) Other receivables 1,913 8,674 Tax refunds due from Government 44,357 (121,950) (129,082) Increase / (decrease) in current liabilities Trade and other payables 11,853 33,500 Cash generated from operations 165, ,790 Income tax paid Gratuity paid (790) (140) (1,352) Net cash inflow from operating activities 164, ,438 CASH FLOW FROM INVESTING ACTIVITIES Additions to operating fixed assets (net) Additions to capital work in progress Proceeds from sale of operating fixed assets (8,472) (23,727) 394 (30,710) (189,251) Long term investments (63,400) Net cash outflow from investing activities (95,205) (219,961) CASH FLOW FROM FINANCING ACTIVITIES Repayment of redeemable capital (41,633) (41,633) Proceeds from long term financing Repayment of long term financing 250,000 (393,960) (61,142) Proceeds from long term murabaha 50, ,000 Repayment of long term murabaha (32,562) Finance cost paid (89,419) (56,398) Short term borrowings (10,444) 81,435 Net cash (outflow) / inflow from financing activities (268,018) 72,262 Net decrease in cash and cash equivalents (198,517) (30,261) Cash and cash equivalents at the beginning of the period 257,713 80,831 Cash and cash equivalents at the end of the period 59,196 50,570 The annexed notes form an integral part of these financial statements. CHIEF EXECUTIVE DIRECTOR 8

9 STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED DECEMBER 31, (UNAUDITED) Issued, subscribed and paidup capital Capital reserve Fair value reserve Unappropriated profits Total ( Rupees in thousands ) Balance as at July 01, , , ,849 Net profit after taxation for the period 47,529 47,529 Fair value gain Balance as at 2005 Net profit after taxation for the period 300, , ,667 71,985 71,985 Fair value gain Balance as at June 30, 300, , ,839 Bonus shares issued during the period 60,000 (60,000) Net profit after taxation for the period 37,989 37,989 Fair value gain Balance as at 360, , ,862 The annexed notes form an integral part of these financial statements. CHIEF EXECUTIVE DIRECTOR 9

10 NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED DECEMBER 31, (UNAUDITED) 1 NATURE AND STATUS OF BUSINESS Ittehad Chemicals Limited (the Company) was incorporated on September 28, 1991 to takeover the assets of Ittehad Chemicals and Ittehad Pesticides under a Scheme of Arrangement dated June 18, 1992 as a result of which the Company became a wholly owned subsidiary of Federal Chemical and Ceramics Corporation (Private) Limited. The Company was privatised on July 03, 1995 when 90% of the shares were transferred to the buyer. The Company was listed on Karachi Stock Exchange on April 14, 2003 when sponsors of the Company offered 25% of the issued, subscribed and paid up share of the Company to the general public. The registered office of the Company is situated at 39 Empress Road, Lahore. The Company is engaged in business of manufacturing and selling caustic soda and other allied chemicals. The Company also deals in real estate business. 2 STATEMENT OF COMPLIANCE These financial statements are unaudited but subject to limited scope review by auditors and are being submitted to the shareholders as required under Section 245 of the Companies Ordinance, These financial statements have been prepared in accordance with the approved accounting standards as applicable in Pakistan and the requirements of the Companies Ordinance Approved accounting standards comprise of such International Accounting Standards as notified under the provisions of Companies Ordinance, Wherever the requirements of the Companies Ordinance, 1984 or directives issued by the Securities and Exchange Commission of Pakistan differ with the requirements of these standards, the requirements of the Companies Ordinance 1984, or the requirements of the said directive take precedence. The disclosures made in these financial statements have, however, been limited in accordance with the requirements of International Accounting Standard 34 "Interim Financial Reporting". 3 ACCOUNTING POLICIES The accounting policies adopted and methods of computation followed in the preparation of these financial statements are the same as those of the preceding published annual financial statements for the year ended June 30,. 10

11 NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED DECEMBER 31, (UNAUDITED) Note June 30, Unaudited Audited 4 OPERATING FIXED ASSETS Opening book value Additions during the period/year Disposals and retirements during the period/year Depreciation charged during the period/year Closing book value ,510, ,562 8,472 1,974,931 2,518,643 2,661,493 (98) (41) (96,755) (151,281) (96,853) (151,322) 2,421,790 2,510, Detail of additions during the period/year are as follows: Freehold land Buildings on freehold land Plant and machinery Other equipments Furniture and fixtures Office and other equipments Vehicles 4.2 Details of disposals during the period/year are as follows: 5 Vehicles CAPITAL WORKINPROGRESS This comprises of: Plant and machinery 2,005 6, ,574 39,269 1,267, ,399 28,026 8,472 1,974, ,883 24,156 47,883 24, An amount of NIL (June 30, : Rs. 1, million) has been transferred to operating fixed assets during the period/year. 6 LONG TERM INVESTMENTS This includes advance paid against future issuance of shares amounting to Rs million (June 30, : Rs. 1 million) of Chemi Chloride Industries Limited (CCIL), an associated company. The Company anticipates that shares of CCIL will be issued by June 30,

12 NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED DECEMBER 31, (UNAUDITED) STOCK IN TRADE This includes freehold land held for sale in the ordinary course of business amounting to Rs million (June 30, : Rs million). The fair value of the freehold land as at as determined by Sakina Enterprises, approved valuer, was Rs million (June 30, : Rs million). SHARE CAPITAL Authorized Share Capital Number of shares June 30, 50,000,000 50,000,000 25,000,000 25,000,000 75,000,000 75,000,000 Ordinary shares of Rs.10 each Preference shares of Rs.10 each Note June 30, Unaudited Audited 500, , , , , , Issued, subscribed and paid up capital 100, ,000 24,900,000 24,900,000 11,000,000 5,000,000 36,000,000 30,000,000 Fully paid in cash Issued for consideration other than cash Fully paid bonus shares 1,000 1, , , ,000 50, , , REDEEMABLE CAPITAL Term Finance Certificates (TFCs) Secured Balance as at July 01, Repayments made during the period/year Current portion shown under current liabilities LONG TERM FINANCING SECURED 166, ,800 (41,633) (83,267) 124, ,533 (83,266) (83,267) 41,634 83,266 Banking companies and financial institutions Balance as at July 01, 939, ,190 Financing obtained during the period/year , ,000 1,189,541 1,106,190 Repayments made during the period/year (393,960) (166,649) 795, ,541 Current portion shown under current liabilities (214,150) (200,290) 581, ,251 12

13 NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED DECEMBER 31, (UNAUDITED) 10.1 The Company has converted bridge finance facility of Rs. 300 million into syndicated finance arrangement amounting to Rs. 250 million and long term murabaha finance amounting to Rs. 50 million (refer note 11). The bridge finance facility was repayable in July 2007 and was carrying markup rate of six months average ask rate of KIBOR plus 300 bps. The new syndicated and murabaha finance facilities are repayable on half yearly basis in a period of five years including one year grace period and carry markup rate of six months KIBOR plus 225 bps. 11 LONG TERM MURABAHA SECURED Note June 30, Unaudited Audited Banking companies Balance as at July 01, 337, ,000 Financing obtained during the period/year , , , ,000 Repayments made during the period/year (32,562) (12,500) 354, ,500 Current portion shown under current liabilities (87,500) (76,313) 267, , CONTINGENCIES AND COMMITMENTS Contingencies a) b) Demand created for assessment year with respect to disallowance of expenses incurred on account of Golden Hand Shake (GHS) and of Voluntary Separation Scheme (VSS) amounting to Rs million for reason of non deduction of tax on payment of such expenses had been set aside by the Honorable Income Tax Appellate Tribunal (ITAT) with direction to recompute the tax liability by using the specified methodology. The Inspecting Additional Commissioner (IAC), vide his order dated Dec 23, 2003 had restored the original assessment under section 66A of the Income Tax Ordinance, 1979 without considering the directions of ITAT. Management had filed a revised petetion before ITAT and Reference Application before the Learned Lahore High Court. The matter has now been remanded back to IAC by ITAT. In the event of adverse decision, the Company would be faced with the charge against profit of Rs million. (June 30, : Rs million). The liability for income tax determined for assessment year amounted to Rs million. The Company had filed an appeal to the Commissioner Appeals (CIT) against the assessment order of Deputy Commissioner Income Tax (DCIT). CIT appeals vide his order dated October 03, 2005 has given the decision in favour of the Company and accepted all the items as permissible which were not acknowledged by the DCIT. The department has filed an appeal against the order of CIT Appeals. In the event of an adverse decision the Company would be faced with a charge against profit of Rs million (June 30, : Rs million). 13

14 NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED DECEMBER 31, (UNAUDITED) c) d) 12.2 Commitments a) The Company is facing claims, launched in the labour courts, pertaining to staff retirement benefits. In the event of an adverse decision the Company would be required to pay an amount of Rs million (June 30, : Nil) against these claims. Letters of guarantee outstanding as at amounted to Rs million (June 30, : Rs million). Commitments as on were as follows: Against outstanding letters of credit amounting to Rs million (June 30, : Rs million). b) Against purchase of land amounting to Rs million (June 30, : Rs million). 13 COST OF SALES Raw materials consumed Half Year ended 2005 Quarter ended , ,172 68,980 62,096 Other overheads Stores, spares and loose tools consumed Packing materials consumed Production supplies consumed Salaries, wages and benefits Fuel and power Repair and maintenance Insurance Depreciation Vehicle running expenses Postage, printing and stationery Other expenses Work in process 83,683 2,573 9,430 44, ,473 10,784 4,852 95,285 2, ,326 83, ,000 36, ,386 26,159 3,315 61,969 2,724 1, ,779 1,398 9,430 22, ,348 7,403 2,428 47,953 1, , ,000 19, ,849 17,805 1,968 38,486 1, , , , ,505 Opening stock Closing stock 3,322 (3,452) 2,710 (2,955) 3,322 (3,452) 2,710 (2,955) (130) (245) (130) (245) Cost of goods manufactured 980, , , ,356 Cost of stores traded 129 Finished goods Opening stock Purchases Closing stock 31,600 14,371 43,293 2,747 (57,046) (19,146) (57,046) (25,446) 955,408 (2,028) 825,507 (13,753) 497,156 10,719 2,747 (19,146) (5,680) 407,676 14

15 NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED DECEMBER 31, (UNAUDITED) 14 TRANSACTIONS WITH RELATED PARTIES The related parties comprise group companies, other associated companies, staff retirement funds, Directors and key management personnel. Transactions with related parties and associated undertakings are as follow: Relationship with the company Nature of transaction Half Year ended 2005 Quarter ended 2005 Associated companies Retirement benefit plans Directors and others Sales of goods and services Late payment charges Marketing services charges Investment made Loans and advances Markup on loans and advances Contribution to staff retirement benefit plans Loan paid back ,408 63,400 2, ,437 2,447 10, , ,334 46,940 2, ,694 5, ,000 Key management personnel Remuneration and other benefits 4,574 5,950 1,836 4, EARNINGS PER SHARE BASIC AND DILUTED Net profit after taxation 37,989 47,529 19,371 24,198 Weighted average number of ordinary shares (in thousands) 36,000 36,000 36,000 36,000 Earnings per share (Rupees) To comply with the requirements of International Accoutning Standard (IAS) 33, comparative figures of Earnings per share have been restated in view of Bonus issue of 6 million ordinary shares during the period as declared in the Annual General Meeting held on October 31,. 16 DATE OF AUTHORIZATION FOR ISSUE These financial statements were authorized for issue on February 26, 2007 by the Board of Directors of the Company. 17 GENERAL i) Corresponding figures have been rearranged wherever necessary for the purpose of comparison the effect of which is not material. ii) Figures have been rounded off to the nearest thousand rupees unless otherwise stated. CHIEF EXECUTIVE DIRECTOR 15

ITTEHAD CHEMICALS LIMITED UN-AUDITED ACCOUNTS FOR THE HALF YEAR ENDED DECEMBER 31, Corporate Information 2. Directors Review 3

ITTEHAD CHEMICALS LIMITED UN-AUDITED ACCOUNTS FOR THE HALF YEAR ENDED DECEMBER 31, 2005 CONTENTS PAGES Corporate Information 2 Directors Review 3 Review Report to Members 4 Balance Sheet 5 Profit & Loss